0001144204-11-025493 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2011 • MDC Partners Inc • Services-advertising agencies

AMENDMENT NO. 1 dated as of March 7, 2011 (“Amendment”), to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT made as of July 19, 2007 (the “Employment Agreement”), by and between MDC PARTNERS INC., a Canadian corporation (the “Company”), and DAVID DOFT (the “Executive”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2011 • MDC Partners Inc • Services-advertising agencies

AMENDMENT NO. 1 dated as of March 7, 2011 (“Amendment”), to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT made as of July 6, 2007 (the “Employment Agreement”), by and between MDC PARTNERS INC., a Canadian corporation (the “Company”), and MICHAEL SABATINO (the “Executive”).

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 2nd, 2011 • MDC Partners Inc • Services-advertising agencies

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), with an effective date as of March 25, 2011, is entered into by and among the Lenders party hereto, WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, "Agent"), MDC PARTNERS INC., a Canadian corporation ("Parent"), MAXXCOM INC., a Delaware corporation ("Borrower"), and each of the Subsidiaries of Parent identified on the signature pages hereof (together with Parent and Borrower, the "Loan Parties").

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 2nd, 2011 • MDC Partners Inc • Services-advertising agencies

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of April 29, 2011, by and among the Lenders party hereto, WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, "Agent"), MDC PARTNERS INC., a Canadian corporation ("Parent"), MAXXCOM INC., a Delaware corporation ("Borrower"), and each of the Subsidiaries of Parent identified on the signature pages hereof (together with Parent and Borrower, the "Loan Parties").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2011 • MDC Partners Inc • Services-advertising agencies

AMENDMENT NO. 1 dated as of March 7, 2011 (“Amendment”), to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT made as of July 6, 2007 (the “Employment Agreement”), by and between MDC PARTNERS INC., a Canadian corporation (the “Company”), and MITCHELL GENDEL (the “Executive”).

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